Insmed (NASDAQ:INSM) shareholders approved all matters presented at the company’s 2026 annual meeting, including the election of two directors, an advisory vote on executive compensation and the ratification of the company’s independent auditor.
The virtual meeting was held May 13 and chaired by Will Lewis, Insmed’s chair of the board and chief executive officer. Lewis said the online format allowed the company “to be more inclusive and reach a greater number of our shareholders.”
Quorum Reached With 91% of Shares Represented
According to Lewis, shareholders of record as of the close of business on March 6, 2026, were entitled to vote at the meeting. The company said there were 215,852,149 shares of common stock outstanding and eligible to vote as of the record date.
The inspector of election reported that 197,429,533 shares, or approximately 91% of outstanding shares eligible to vote, were represented at the meeting either in person or by proxy. Lewis said that represented more than a majority of the voting power of all issued and outstanding stock entitled to vote, establishing a quorum.
The company appointed Louis Larson of Broadridge Corporate Issuer Solutions, Insmed’s stock transfer agent, to serve as inspector of election. Lewis said Larson was responsible for determining the number of shares outstanding, validating proxies and ballots, counting votes and retaining records of any challenges to his determinations.
Directors Elected to Serve Until 2029
Shareholders elected Elizabeth McKee Anderson and Clarissa Desjardins, Ph.D., as class two directors. Lewis said the two directors will serve until the 2029 annual meeting of shareholders.
Lewis said no shareholder nominations had been submitted prior to the meeting in accordance with the company’s governance documents. As a result, nominations were closed, and the board unanimously recommended votes in favor of both nominees.
Executive Compensation and Auditor Ratification Approved
Shareholders also approved, on an advisory basis, the 2025 compensation of Insmed’s named executive officers as disclosed in the company’s proxy statement. The board had unanimously recommended approval of the proposal.
In addition, shareholders ratified the appointment of Ernst & Young as Insmed’s independent registered public accounting firm for the year ending Dec. 31, 2026. Lewis said the appointment had been made by the audit committee, and the board unanimously recommended ratification. Joel Wagner of Ernst & Young attended the meeting and was available to respond to appropriate shareholder questions during the question-and-answer period.
No questions were submitted on the proposals before the polls closed.
Final Results to Be Filed With SEC
Following the close of voting, the company announced preliminary results showing that both director nominees had been elected, the advisory executive compensation vote had been approved and the appointment of Ernst & Young had been ratified.
Insmed said it expects to provide final shareholder voting results, as certified by the inspector of election, in a Form 8-K filing with the Securities and Exchange Commission within four business days of the meeting.
After the preliminary results were announced, Lewis thanked participants and formally adjourned the meeting.
About Insmed (NASDAQ:INSM)
Insmed Incorporated is a biopharmaceutical company focused on developing and commercializing therapies for patients with rare and serious diseases, with a particular emphasis on difficult-to-treat pulmonary infections. Headquartered in Bridgewater, New Jersey, the company concentrates its research and development efforts on targeted drug delivery technologies and novel formulations intended to improve clinical outcomes for patients who have limited treatment options.
The company’s principal marketed product is ARIKAYCE (amikacin liposome inhalation suspension), an inhaled liposomal formulation of the antibiotic amikacin that is approved by the U.S.
